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NBR > SEC Filings for NBR > Form 8-K on 5-Sep-2013All Recent SEC Filings

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Form 8-K for NABORS INDUSTRIES LTD


5-Sep-2013

Entry into a Material Definitive Agreement, Other Events, Financial Stateme


Item 1.01 Entry into a Material Definitive Agreement

On September 4, 2013, Nabors Industries Ltd. ("NIL") and its wholly owned subsidiary, Nabors Industries, Inc. ("NII"), entered into a purchase agreement (the "Purchase Agreement") under which NII agreed to sell $350 million aggregate principal amount of its 2.35% senior notes due 2016 and $350 million aggregate principal amount of its 5.1% senior notes due 2023 (collectively, the "Senior Notes") to Citigroup Global Markets Inc., and HSBC Securities (USA) Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Merrill Lynch Pierce Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., PNC Capital Markets LLC, BBVA Securities Inc., Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc. (collectively, the "Initial Purchasers"). The Senior Notes are fully and unconditionally guaranteed by NIL. A copy of the Purchase Agreement is included as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 1.01 by reference. The Purchase Agreement should be read in its entirety for a complete description of its provisions, and the summary in this report is qualified in its entirety by the text of such provisions. The closing of the sale of the Senior Notes is expected to occur on or about September 12, 2013.

NII will sell the Senior Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Initial Purchasers intend to resell the Senior Notes to (i) qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act or
(ii) pursuant to Regulation S under the Securities Act. NII will rely on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.



Item 8.01 Other Events.

Tender Offers

On September 4, 2013, NIL issued a press release announcing that NII commenced a tender to purchase for cash any and all of its $1,125,000,000 aggregate principal amount outstanding of 9.25% Senior Notes due 2019. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Notes Offering

On September 4, 2013, NIL issued a press release announcing the commencement of the offering of the Senior Notes. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Also, on September 4, 2013, NIL issued a press release announcing the pricing by NII of the offering of the Senior Notes. The press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No. Description

10.1 Purchase Agreement, dated September 4, 2013, among Nabors Industries, Inc., Nabors Industries Ltd., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Merrill Lynch Pierce Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., PNC Capital Markets LLC, BBVA Securities Inc., Wells Fargo Securities, LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc.

99.1 Press Release regarding tender offer dated September 4, 2013.

99.2 Press Release regarding notes offering dated September 4, 2013.

99.3 Press Release regarding notes pricing dated September 4, 2013.


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